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<br />h Indemnification. To the extent legally possible, EmPOWERment shall
<br />indemnify and hold County, its officers, agents, and employees, harmless from and against any
<br />and all claims, actions, liabilities, costs, including attorney fees and other costs of defense,
<br />arising out of or in any way related to any act or failure to act by EmPOWERment, its
<br />employees, agents, officers, and contractors in connection with this contract. In the event any
<br />such action or claim is brought against County, EmPOWERment shall, upon County's tender,
<br />defend the same at EmPOWERment's sole cost and expense, promptly satisfy any judgment
<br />adverse to County or to County and EmPOWERment jointly, and reimburse County for any loss,
<br />cost, damage, or expense, including attorney fees suffered or incurred by County.
<br />i Subcontracting. EmPOWERment shall not subcontract work under this contract,
<br />in whole or in part, without the County's prior written approval. EmPOWERment shall require
<br />any approved subcontractor to agree, as to the portion subcontracted, to comply with all
<br />applicable federal, state, and local laws, rules, ordinances, and regulations at all times and in the
<br />performance of the work and to comply with all applicable obligations of EmPOWERment
<br />specified in this contract. Notwithstanding County's approval of a subcontractor,
<br />EmPOWERment shall remain obligated for full performance of this contract and County shall
<br />incur no obligation to any subcontractor EmPOWERment shall indemnify, defend, and hold
<br />County harmless from all claims of its contractors.
<br />j No Joint Venture or Agency. The County and EmPOWERment each agree and
<br />acknowledge that nothing contained herein or otherwise, including, without limitation, any act of
<br />the County or EmPOWERment under this Agreement, shall be deemed or construed to create
<br />any relationship of joint venture, partnership or agency between the parties.
<br />k Effect of Waiver or Forbearance. No failure by the County to insist upon the
<br />strict performance of any term or condition of this Agreement, or to exercise any right or remedy
<br />upon the breach by EmPOWERment of any of its obligations, agreements, or covenants
<br />hereunder, shall be a waiver of such affected term or condition or of such breach; nor shall any
<br />forbearance by the County to seek a remedy for any breach by EmPOWERment be a waiver by
<br />the County of its rights and remedies with respect to that or any other breach.
<br />1 Governing Law. This Agreement shall be construed in accordance with and
<br />governed by the laws of the State of North Carolina. Any litigation arising out of this
<br />Agreement shall be brought in courts sitting in North Carolina, with venue in Orange County.
<br />m Severability. The provisions of this Agreement are independent of and separable
<br />from each other, and no provision shall be affected or rendered invalid or unenforceable by the
<br />fact that for any reason any other provision may be invalid or unenforceable in whole or in part.
<br />If any provision of this Agreement or the application thereof to any person or circumstances
<br />shall, to any extent, be or become invalid or unenforceable, the remainder of this Agreement, or
<br />the application of such provision to persons or circumstances other than those as to which it is
<br />held invalid or unenforceable, shall not be affected thereby, and each provision of this
<br />Agreement shall be valid and be enforced to the fullest extent permitted by law. The County and
<br />EmPOWERment agree to substitute for such provision of this Agreement or the application
<br />thereof determined to be invalid or unenforceable, such other provision as most closely
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